1
00:00:01,917 --> 00:00:04,852
The cool thing about transferring
to a school like Horizon High

2
00:00:04,854 --> 00:00:07,288
is that it's not only a
great place to invent things,

3
00:00:07,290 --> 00:00:09,890
it's also a great place
to reinvent things.

4
00:00:09,892 --> 00:00:11,859
Namely, myself.

5
00:00:11,861 --> 00:00:14,462
So instead of being known
as the school flake,

6
00:00:14,464 --> 00:00:18,299
I now get a second chance at being
good ol' reliable Peter Parker.

7
00:00:18,301 --> 00:00:20,767
Problem is...

8
00:00:22,037 --> 00:00:24,739
I haven't made it to school
because I had to stop this Scorpion

9
00:00:24,741 --> 00:00:27,708
from stealing a gem
from the science museum.

10
00:00:27,710 --> 00:00:33,514
So this is the Spider-Man I've
been hearing so much about.

11
00:00:35,984 --> 00:00:40,321
Give it some time.
I grow on ya, like a pimple.

12
00:00:40,323 --> 00:00:43,891
Then you deserve to be eliminated
like one.

13
00:00:43,893 --> 00:00:46,727
I really did have the best intentions
of getting to school on time.

14
00:00:46,729 --> 00:00:48,629
It was just an hour ago
that things went wrong.

15
00:00:48,631 --> 00:00:51,232
Pew! Did you leave your gym
clothes in your backpack?

16
00:00:51,234 --> 00:00:55,403
Oh, yeah...
Yeah, that must be it.

17
00:00:55,405 --> 00:00:59,907
So, uh, Harry, how was your
first day back at Midtown?

18
00:00:59,909 --> 00:01:03,477
Don't ask, 'kay?
Hey, how was your first day?

19
00:01:03,479 --> 00:01:06,631
Oh, I just met some cool
people, got to work with some

20
00:01:06,632 --> 00:01:09,784
awesome equipment, and today
I'm getting my very own lab!

21
00:01:09,786 --> 00:01:11,786
Fantastic.

22
00:01:11,788 --> 00:01:13,521
But, hey, do me a favor.

23
00:01:13,523 --> 00:01:16,157
Can you grab some of
the experiments in my lab?

24
00:01:16,159 --> 00:01:19,126
Horizon's policy is to
confiscate anything left behind,

25
00:01:19,128 --> 00:01:24,765
and I'd prefer these
to remain... uh, private.

26
00:01:24,767 --> 00:01:26,767
What kind of experiments?

27
00:01:26,769 --> 00:01:29,937
You know scientists
never reveal their secrets.

28
00:01:29,939 --> 00:01:32,873
Uh, that's magicians,
not scientists.

29
00:01:32,875 --> 00:01:38,012
- Whatever. Just do me a solid.
- I'll... see what I can do.

30
00:01:38,014 --> 00:01:40,614
See ya.

31
00:01:40,616 --> 00:01:44,285
Uh-oh. Looks like there's a crazy
guy attacking the science museum.

32
00:01:44,287 --> 00:01:47,355
Twenty minutes
before school starts. Huh.

33
00:01:47,357 --> 00:01:49,990
I can probably stop this guy
and get my costume washed.

34
00:01:49,992 --> 00:01:53,361
And that was my first miscalculation
of the day.

35
00:01:53,363 --> 00:01:55,996
- Yah! Hah!
- Watch it, buddy!

36
00:01:55,998 --> 00:01:57,898
You break it, you buy it!

37
00:02:01,737 --> 00:02:05,829
Or you break it,
I get crushed by it!

38
00:02:09,124 --> 00:02:12,121
sync & correction by f1nc0
~ Addic7ed.com ~

39
00:02:19,088 --> 00:02:21,222
Oh, no, you don't!

40
00:02:22,924 --> 00:02:26,427
Museum members get 20% off
life-saving acts of heroism.

41
00:02:29,399 --> 00:02:32,806
This guy's like
a bull in a China shop.

42
00:02:35,204 --> 00:02:37,204
Time to rein this bull in.

43
00:02:39,208 --> 00:02:43,344
And this is clearly my
second miscalculation of the day.

44
00:02:47,115 --> 00:02:49,216
Whoa!

45
00:02:51,754 --> 00:02:54,955
Oh, this tail has the strength
of a wrecking ball.

46
00:02:54,957 --> 00:02:57,925
And I happen to know a place where
there are less things to wreck.

47
00:02:57,927 --> 00:02:59,794
Hey, Scorpion!

48
00:02:59,796 --> 00:03:02,930
I hear it's the tiny scorpions
that are the dangerous ones.

49
00:03:02,932 --> 00:03:05,933
- Wanna prove me wrong?
- Gladly.

50
00:03:05,935 --> 00:03:07,535
Whoa.

51
00:03:11,707 --> 00:03:14,108
Come on! Really?

52
00:03:14,110 --> 00:03:16,427
Yeah!

53
00:03:16,462 --> 00:03:19,016
Nice!

54
00:03:19,051 --> 00:03:23,484
Defeated by
your own faulty equipment.

55
00:03:24,987 --> 00:03:27,555
Web cartridge shattered.
But luckily,

56
00:03:27,557 --> 00:03:30,191
it was a two-for-one sale.

57
00:03:35,664 --> 00:03:37,965
So long, Spider-Kid!

58
00:03:37,967 --> 00:03:42,069
Hey! Nobody
rides for free in this town!

59
00:03:48,177 --> 00:03:51,011
Relax, folks.
Spider-Man is...

60
00:03:51,013 --> 00:03:52,980
- Ow! Hey! Ouch!
- Get away from me!

61
00:03:52,982 --> 00:03:57,117
- Stinky!
- Hmm.

62
00:03:57,119 --> 00:04:01,394
- What is that stench?
- I could say it's the subway,

63
00:04:01,429 --> 00:04:04,291
but I think we both know
I need to wash my costume.

64
00:04:04,293 --> 00:04:08,195
Fine!
I'll clean it tonight!

65
00:04:16,972 --> 00:04:19,807
Great thing about new heroes...

66
00:04:19,809 --> 00:04:22,543
their aim still needs practice.

67
00:04:22,545 --> 00:04:24,812
Really? 'Cause I was aiming

68
00:04:24,814 --> 00:04:27,745
- for the emergency brake behind you.
- Huh?

69
00:04:37,025 --> 00:04:40,327
Hello, New York!

70
00:04:41,797 --> 00:04:44,732
I know, right?
This guy reeks.

71
00:04:44,734 --> 00:04:48,235
This is for you.
And this is for you.

72
00:04:48,237 --> 00:04:53,173
- Hey, nabbing criminals is our job!
- And I salute you for it.

73
00:04:53,175 --> 00:04:56,413
Ow.

74
00:04:56,512 --> 00:05:00,548
I can't believe I'm late for my
first meeting with my class advisor.

75
00:05:02,417 --> 00:05:06,587
Hey, buddy. I'm supposed to meet
Dr. Otto Octavius here.

76
00:05:06,589 --> 00:05:09,356
Any idea where he might be?

77
00:05:09,358 --> 00:05:11,091
Follow me.

78
00:05:12,994 --> 00:05:16,830
Oh, thanks so much.
Hopefully, he won't notice I'm late.

79
00:05:16,832 --> 00:05:19,400
Rumor has it he can be really cranky.

80
00:05:19,402 --> 00:05:22,236
I-I mean, don't get me wrong,
the man's a genius.

81
00:05:22,238 --> 00:05:24,572
He even won the city's
science prize last year.

82
00:05:24,574 --> 00:05:28,250
Oh, yeah. There it is. But why
is the mayor giving it to you?

83
00:05:28,285 --> 00:05:31,779
Could he not make it?
Or did you...

84
00:05:31,781 --> 00:05:33,614
Did he...

85
00:05:33,616 --> 00:05:35,616
You're Dr. Octavius, aren't you?

86
00:05:35,618 --> 00:05:41,055
And you are late, Mr. Parker.
Not to mention unobservant.

87
00:05:41,057 --> 00:05:43,257
I'm so sorry, Dr. Octavius.

88
00:05:43,259 --> 00:05:46,678
It's just that you
look younger than I do.

89
00:05:47,128 --> 00:05:51,532
- Great first impression, Parker.
- This is your new lab.

90
00:05:51,534 --> 00:05:55,035
Oh. Wait. This can't be right.
This is Harry's lab.

91
00:05:55,037 --> 00:05:58,806
Harry Osborn is no longer
at this school.

92
00:05:58,808 --> 00:06:00,908
Yeah, but he'll be back.

93
00:06:00,910 --> 00:06:05,148
- Isn't there another lab I could use?
- No.

94
00:06:05,183 --> 00:06:09,283
There are no other labs
available at this moment.

95
00:06:09,285 --> 00:06:12,286
Now, rip that
nameplate off for me.

96
00:06:12,288 --> 00:06:16,323
I... I feel really weird about this.
Maybe I don't need a lab.

97
00:06:16,325 --> 00:06:19,059
Trust me,
you're going to need a lab.

98
00:06:19,061 --> 00:06:23,556
Now, take that name down
and put this one up.

99
00:06:29,337 --> 00:06:33,418
Once this place is cleared out,
it will all be yours.

100
00:06:34,509 --> 00:06:36,343
How long will that take?

101
00:06:36,345 --> 00:06:40,514
- Depends on how fast you can move.
- I have to move everything?

102
00:06:40,516 --> 00:06:45,396
All confiscated experiments go in
the vault at the end of the hall.

103
00:06:54,262 --> 00:06:56,363
What is all this, Harry?

104
00:06:56,365 --> 00:06:59,166
What in the world
were you working on?

105
00:07:00,101 --> 00:07:02,970
Oh. My Spidey-Sense.

106
00:07:02,972 --> 00:07:05,172
Peter! I was told
I'd find you in here.

107
00:07:05,174 --> 00:07:08,475
Come with me. I wanna
introduce you to someone.

108
00:07:08,477 --> 00:07:11,145
Uh, has anyone seen Gwen Stacy?

109
00:07:11,147 --> 00:07:14,281
- I wanted her to meet Peter.
- You know Gwen.

110
00:07:14,283 --> 00:07:17,685
The princess of preparation
is out collecting samples.

111
00:07:17,687 --> 00:07:19,887
But we can show the newbie around.

112
00:07:19,889 --> 00:07:22,723
We sure can. Welcome
to the Think Tank, Pete.

113
00:07:22,725 --> 00:07:26,360
This is where we mix,
mingle, and motivate.

114
00:07:26,362 --> 00:07:29,863
What he means is, this is where
we show off the work we're doing.

115
00:07:29,865 --> 00:07:32,900
Yeah. Check out this
security robot I made.

116
00:07:32,902 --> 00:07:34,902
Yo! Something isn't right.

117
00:07:34,904 --> 00:07:36,804
I got tired of
the usual robotic voice,

118
00:07:36,806 --> 00:07:38,972
so I just replaced it with my own.

119
00:07:38,974 --> 00:07:40,990
- Huh? Let go!
- You're outta here, buddy.

120
00:07:41,025 --> 00:07:42,976
You must not be
in the system yet.

121
00:07:42,978 --> 00:07:44,311
Uhh...

122
00:07:44,313 --> 00:07:47,347
Oh, looks like I get to show off
my new scrambler.

123
00:07:47,349 --> 00:07:50,084
It can cut the power to
anything mechanical. Hey...

124
00:07:50,086 --> 00:07:52,920
Nice work, Anya.

125
00:07:52,922 --> 00:07:55,589
Now, students,
regarding Miles's robot,

126
00:07:55,591 --> 00:07:57,891
how could this situation
have been avoided?

127
00:07:57,893 --> 00:08:01,361
- Visual recognition?
- Um, automatic updates?

128
00:08:01,363 --> 00:08:06,318
Uh, boxers instead of briefs?

129
00:08:06,936 --> 00:08:09,870
Is that the best idea
you can come up with?

130
00:08:09,872 --> 00:08:12,740
Man, Gwen Stacy
is gonna eat you alive.

131
00:08:12,742 --> 00:08:16,577
Let's not be so hard on Peter.
It is his first week.

132
00:08:16,579 --> 00:08:20,547
I'm sure he has plenty of ideas
he can contribute to the group.

133
00:08:20,549 --> 00:08:23,283
- Don't you, Peter?
- Uh...

134
00:08:23,285 --> 00:08:26,553
O-Of course I have ideas.

135
00:08:26,555 --> 00:08:28,255
I-I have tons of ideas.

136
00:08:28,257 --> 00:08:31,592
Starting with the ideas to keep
my ideas safely in my backpack.

137
00:08:31,594 --> 00:08:33,761
Stop saying "ideas."

138
00:08:33,763 --> 00:08:35,863
Be right backpack.

139
00:08:35,865 --> 00:08:38,132
Man, do I feel out of my league.

140
00:08:38,134 --> 00:08:39,933
But you can do this, Parker.

141
00:08:39,935 --> 00:08:43,403
They want ideas.
You'll give 'em ideas.

142
00:08:47,209 --> 00:08:48,776
And I got nothin'.

143
00:08:48,778 --> 00:08:52,212
Gotta relax.
Something will come to me.

144
00:08:52,214 --> 00:08:54,214
- Huh?
- Having a little trouble?

145
00:08:54,216 --> 00:08:56,984
I'm staying late to study the stars.

146
00:08:56,986 --> 00:09:00,888
Even though the sun is a star
and can be seen during the day.

147
00:09:00,890 --> 00:09:02,517
Peter, there's no need to worry.

148
00:09:02,518 --> 00:09:04,958
Lots of students stay late
to work on their projects.

149
00:09:04,960 --> 00:09:09,129
An idea will come to you. Just start
with something that's close to your heart.

150
00:09:09,131 --> 00:09:12,466
- See ya tomorrow.
- Thanks, Max.

151
00:09:12,468 --> 00:09:15,002
Close to my heart, huh?

152
00:09:15,004 --> 00:09:18,739
Then this might be the perfect time
to perfect my Spider-Man costume.

153
00:09:32,153 --> 00:09:35,522
Sorry, Aunt May.
I just lost track of the hour.

154
00:09:35,524 --> 00:09:39,293
Time flies when you're having fun.
I'll be home soon.

155
00:09:39,295 --> 00:09:41,829
- Yo! Something isn't right.
- Huh?

156
00:09:41,831 --> 00:09:45,265
- Yo! Something isn't right.
- Uh-oh.

157
00:09:45,267 --> 00:09:49,937
I don't recall anyone working on
a techno-organic thingamajigger.

158
00:09:49,939 --> 00:09:52,706
I don't suppose you've got
a student ID, do ya?

159
00:09:52,708 --> 00:09:54,641
Whoa. Whoa.

160
00:09:56,545 --> 00:09:59,473
Hey! Nobody pushes me around!

161
00:09:59,508 --> 00:10:01,515
Actually, that's not true.

162
00:10:01,517 --> 00:10:03,617
Everyone pushes me around.

163
00:10:03,619 --> 00:10:06,653
But I think I know
someone who can't.

164
00:10:06,655 --> 00:10:10,123
Something tells me that's not
a school-sanctioned project.

165
00:10:10,125 --> 00:10:13,360
So hand it over.

166
00:10:13,362 --> 00:10:17,369
Uh-oh. I think I know
what that does now.

167
00:10:21,337 --> 00:10:24,471
Wow. No wonder Tony Stark
wears an armored suit.

168
00:10:24,473 --> 00:10:26,139
This job hurts.

169
00:10:26,141 --> 00:10:28,575
I was hoping to test my new
tech out before using it,

170
00:10:28,577 --> 00:10:30,344
but this leaves me no choice.

171
00:10:30,346 --> 00:10:33,380
And almost no pants.

172
00:10:33,382 --> 00:10:36,542
Time to debut the new
Spidey fashion line.

173
00:10:46,995 --> 00:10:49,496
Hold it right there!
Let's see how you do

174
00:10:49,498 --> 00:10:51,832
against new
and improved Spidey.

175
00:10:53,235 --> 00:10:55,235
Not a fan of the new look, are ya?

176
00:10:55,237 --> 00:10:58,405
Give it some time.
It grows on ya, like a pimple.

177
00:10:58,407 --> 00:11:00,774
Oh, wait.
I used that one already.

178
00:11:00,776 --> 00:11:03,610
Whoa!

179
00:11:03,612 --> 00:11:05,946
Time to workshop
some new material.

180
00:11:05,948 --> 00:11:08,916
So maybe you could quit trying
to disrupt my evening.

181
00:11:14,572 --> 00:11:19,526
- Look out!
- Whoa! W-W-W-Whoa!

182
00:11:19,528 --> 00:11:21,528
Spider-Man?

183
00:11:21,530 --> 00:11:23,563
- What's going on?
- I don't know exactly,

184
00:11:23,565 --> 00:11:27,534
but whatever that thing was,
I let it get away.

185
00:11:27,536 --> 00:11:29,269
You saved my life.

186
00:11:29,271 --> 00:11:31,271
And if it was a choice
between the two,

187
00:11:31,273 --> 00:11:32,873
I think you picked the right one.

188
00:11:32,875 --> 00:11:34,541
Thanks.
I appreciate that.

189
00:11:34,543 --> 00:11:37,644
Hey, do I know you?
You sound familiar.

190
00:11:37,646 --> 00:11:39,980
Uhh...
Uh, no.

191
00:11:39,982 --> 00:11:41,748
I don't think we've met before.

192
00:11:41,750 --> 00:11:45,285
I just have one of those
familiar-sounding voices.

193
00:11:45,287 --> 00:11:48,121
- You okay?
- Uh... Mm. Huh?

194
00:11:48,123 --> 00:11:50,958
Uh, no. I'm fine.

195
00:11:50,960 --> 00:11:53,160
Guess my robot
needs more work, huh?

196
00:11:53,162 --> 00:11:54,728
What would give you that idea?

197
00:11:54,730 --> 00:11:57,564
Something isn't...

198
00:11:57,566 --> 00:11:59,599
Phew.

199
00:11:59,601 --> 00:12:02,669
What a tough day. Let's hope
they're not all like this.

200
00:12:02,671 --> 00:12:04,604
- It's not that easy.
- Huh?

201
00:12:04,606 --> 00:12:07,407
Without Ben here, the bills
are starting to pile up.

202
00:12:07,409 --> 00:12:09,476
I don't know what
I'm gonna do, Anna.

203
00:12:09,478 --> 00:12:11,411
I had no idea it was so expensive.

204
00:12:11,413 --> 00:12:14,399
I hope she's not talking
about what I think she is.

205
00:12:15,584 --> 00:12:18,018
The tuition bill!
I knew it!

206
00:12:18,020 --> 00:12:19,586
And job listings?

207
00:12:19,588 --> 00:12:21,855
No, Aunt May.
This stops here.

208
00:12:21,857 --> 00:12:25,592
I won't let you take an extra job
just so that I can stay at Horizon.

209
00:12:25,594 --> 00:12:28,662
I should've never
accepted this position.

210
00:12:30,465 --> 00:12:32,599
You okay, Pete?
You seem a little down.

211
00:12:32,601 --> 00:12:35,035
Just money troubles.
I hate to say it,

212
00:12:35,037 --> 00:12:37,637
but I don't think I can afford
to go to Horizon.

213
00:12:37,639 --> 00:12:39,539
- Do you need some help?
- No!

214
00:12:39,541 --> 00:12:43,343
I couldn't live with myself if
I took your lab and your money.

215
00:12:43,345 --> 00:12:46,646
I have to figure this out
on my own. But thanks.

216
00:12:46,648 --> 00:12:48,515
Up to you.
But after last night,

217
00:12:48,517 --> 00:12:50,717
I'm surprised there's still
a school to go to.

218
00:12:50,719 --> 00:12:52,986
Is it true you were there
when it happened?

219
00:12:52,988 --> 00:12:56,173
- Yeah.
- Wow. And that thing just started

220
00:12:56,174 --> 00:12:58,892
- ripping the place apart, huh?
- Not really.

221
00:12:58,894 --> 00:13:02,195
It sort of... just
went after your stuff.

222
00:13:02,197 --> 00:13:04,531
- My stuff?
- Yeah.

223
00:13:04,533 --> 00:13:07,034
The exact same stuff
you asked me to get for you.

224
00:13:07,036 --> 00:13:09,302
W-What's that
supposed to mean?

225
00:13:09,304 --> 00:13:12,472
- You think I had something to do with it?
- No! Of course not.

226
00:13:12,474 --> 00:13:14,908
I just... I don't know
what I'm saying.

227
00:13:14,910 --> 00:13:17,310
But I was able to snag this for ya.

228
00:13:17,312 --> 00:13:21,548
- Wanna tell me what it is?
- I can't tell you, Pete. It's...

229
00:13:22,750 --> 00:13:24,718
Look, my dad is creating
a school for me.

230
00:13:24,720 --> 00:13:27,554
A school that'll be in direct
competition with Horizon.

231
00:13:27,556 --> 00:13:29,089
I have to keep some things secret.

232
00:13:29,091 --> 00:13:32,592
- So you can create bombs?
- Bombs?

233
00:13:32,594 --> 00:13:36,229
It's not a bomb. It's a...

234
00:13:36,231 --> 00:13:40,349
Ah, very clever, Parker.
Very clever.

235
00:13:40,384 --> 00:13:44,361
But I'm not that easy.
This baby will remain a mystery.

236
00:13:46,274 --> 00:13:48,508
Much like the answer to,

237
00:13:48,510 --> 00:13:51,362
"How will I afford to stay at Horizon?"

238
00:13:56,451 --> 00:13:58,785
What am I doing, Uncle Ben?

239
00:13:58,787 --> 00:14:02,173
It's hard enough splitting my
time between being a student

240
00:14:02,174 --> 00:14:05,559
and being a hero, and now I'm
adding janitor into the mix?

241
00:14:05,561 --> 00:14:08,161
When will I have time
to focus on my schoolwork?

242
00:14:10,064 --> 00:14:12,766
Can I go inside and play with
my chemistry set, Uncle Ben?

243
00:14:12,768 --> 00:14:14,401
As soon as we're done
raking leaves, Petey.

244
00:14:14,403 --> 00:14:16,803
Ugh! When I get older,

245
00:14:16,805 --> 00:14:19,106
I'm going to be a scientist
so I don't have to rake leaves.

246
00:14:19,108 --> 00:14:22,275
You wanna hear a funny story?

247
00:14:22,277 --> 00:14:25,212
When I was your age
I hated to rake leaves.

248
00:14:25,214 --> 00:14:27,814
I would've much rather
been painting model trains.

249
00:14:27,816 --> 00:14:31,485
Then one day,
I came up with an idea.

250
00:14:31,487 --> 00:14:35,122
If I could get everyone in the
neighborhood to pay me to rake

251
00:14:35,123 --> 00:14:38,758
their leaves, I could make
enough money to buy a model train.

252
00:14:38,760 --> 00:14:41,728
And wouldn't you know it?
It worked.

253
00:14:41,730 --> 00:14:43,730
So it just goes to show ya,

254
00:14:43,732 --> 00:14:47,100
sometimes hard work is just
the break your brain needs

255
00:14:47,102 --> 00:14:49,402
to jump-start a new idea.

256
00:14:49,404 --> 00:14:52,516
Good thinking, Uncle Ben.

257
00:14:54,108 --> 00:14:57,677
Peter, I just got
the strangest e-mail.

258
00:14:57,679 --> 00:15:00,447
Did you apply for the
janitor job here at Horizon?

259
00:15:00,449 --> 00:15:02,449
I did, Max.

260
00:15:02,451 --> 00:15:05,585
The truth is, my Aunt May really
can't afford to send me here.

261
00:15:05,587 --> 00:15:08,622
So unless I can contribute in some way,
I don't see how I can stay.

262
00:15:08,624 --> 00:15:12,859
I respect that, Peter.
Tell you what I'm gonna do.

263
00:15:12,861 --> 00:15:15,428
I've been thinking about who
can be my new lab assistant.

264
00:15:15,430 --> 00:15:17,430
It wouldn't be much money,
of course,

265
00:15:17,432 --> 00:15:20,000
but it would be enough
to contribute to the bills.

266
00:15:20,002 --> 00:15:24,137
- Are you interested?
- Yes, sir!

267
00:15:24,139 --> 00:15:27,541
Good, then you can start by
helping me with my next project.

268
00:15:27,543 --> 00:15:29,883
You bet! Should I
grab the atom splitter?

269
00:15:29,884 --> 00:15:34,548
- The molecule condenser?
- No, but you can grab a broom.

270
00:15:34,550 --> 00:15:37,050
'Cause I've gotta clean this place
up after last night's break-in.

271
00:15:37,052 --> 00:15:38,818
A broom?

272
00:15:38,820 --> 00:15:40,854
There's nothing wrong
with hard work, Peter.

273
00:15:40,856 --> 00:15:44,041
Sometimes it's just the
break your brain needs

274
00:15:44,042 --> 00:15:47,227
- to jump-start a new idea.
- So I've heard.

275
00:15:47,229 --> 00:15:49,963
And, hey, Anya and I are
heading back to Midtown

276
00:15:49,965 --> 00:15:52,399
to investigate more
into Harry's situation.

277
00:15:52,401 --> 00:15:54,801
- You should come.
- Me?

278
00:15:54,803 --> 00:15:57,837
Sure. You know Harry
better than anyone.

279
00:15:57,839 --> 00:16:00,611
I think we'd benefit
from having you there.

280
00:16:05,914 --> 00:16:09,149
Well, well, well, look
who's back at Midtown High.

281
00:16:09,151 --> 00:16:12,719
Guess you're not so smart
after all, are ya, Osborn?

282
00:16:12,721 --> 00:16:15,822
Smart enough to know
someone set me up, Smythe.

283
00:16:15,824 --> 00:16:17,090
You're a fraud.

284
00:16:17,092 --> 00:16:20,927
And you're as clueless
as your old man.

285
00:16:22,998 --> 00:16:24,531
Boys, stop it!

286
00:16:24,533 --> 00:16:28,935
Uh... Max?
What are you guys doing here?

287
00:16:28,937 --> 00:16:31,438
Talking to people
about your character, Harry.

288
00:16:31,440 --> 00:16:34,541
- You, too, Pete?
- No! I'm just here to...

289
00:16:34,543 --> 00:16:36,276
Huh?

290
00:16:44,752 --> 00:16:46,254
Harry!

291
00:16:46,289 --> 00:16:47,787
Please be empty. Please be empty.

292
00:16:50,024 --> 00:16:53,193
Hey! Let me go!

293
00:16:53,195 --> 00:16:57,088
Yo! Metal head!

294
00:16:58,432 --> 00:17:02,759
First Horizon, now Midtown?
What are you, school shopping?

295
00:17:03,938 --> 00:17:05,972
Nice try.

296
00:17:05,974 --> 00:17:08,942
But if you think I'm gonna let
you just take off with a student,

297
00:17:08,944 --> 00:17:10,944
you don't have a good grip
on the situation.

298
00:17:10,946 --> 00:17:13,566
Or the student, for that matter.

299
00:17:14,215 --> 00:17:17,717
Is this because
I called you "metal head"?

300
00:17:17,719 --> 00:17:20,553
'Cause if you look closer,
you'll see I'm a really nice guy.

301
00:17:20,555 --> 00:17:22,355
Spider-Man, hang on!

302
00:17:25,927 --> 00:17:27,927
Whoa!
Love that piece of tech.

303
00:17:27,929 --> 00:17:31,398
Thanks. Do I know you?
You sound familiar.

304
00:17:31,400 --> 00:17:34,267
_

305
00:17:34,269 --> 00:17:36,736
I thought I
took this robot down!

306
00:17:36,738 --> 00:17:38,605
Your tech disables machines.

307
00:17:38,607 --> 00:17:41,775
This thing seems to be
semi-organic.

308
00:17:41,777 --> 00:17:44,997
And just all around mean!

309
00:17:47,074 --> 00:17:49,209
I have to stop
this thing from crushing me.

310
00:17:49,211 --> 00:17:50,810
Wait a minute.

311
00:17:51,312 --> 00:17:53,213
What are you doing?

312
00:17:53,215 --> 00:17:55,648
Help! This Spider-Man's
trying to get me!

313
00:17:55,650 --> 00:18:00,019
Not you. But clearly, this
thing senses something on you.

314
00:18:00,989 --> 00:18:04,632
So, let's give it what it wants.

315
00:18:10,030 --> 00:18:13,500
Too bad I wasn't bitten
by an enhanced turtle.

316
00:18:13,502 --> 00:18:17,070
I could really use
a hard outer shell about now.

317
00:18:17,072 --> 00:18:20,240
That guy's a menace.
You all saw it.

318
00:18:20,242 --> 00:18:23,910
- He tried to pull me into the danger.
- That's not true. I was...

319
00:18:23,912 --> 00:18:26,880
Every time you show up,
something bad happens.

320
00:18:26,882 --> 00:18:30,950
- Harry, he saved our lives. Twice now.
- You're being played, Anya.

321
00:18:30,952 --> 00:18:34,954
He's hiding something,
and I intend to prove it.

322
00:18:34,956 --> 00:18:38,208
I'm sorry he feels that way,
Spider-Man. Especially since

323
00:18:38,209 --> 00:18:41,461
saving us from destructions seems
to be a regular thing with you.

324
00:18:41,463 --> 00:18:44,197
Well, this time, I think
we all played a part.

325
00:18:44,199 --> 00:18:47,901
- Awesome.
- We should get one with Peter.

326
00:18:47,903 --> 00:18:50,069
- Where is Peter?
- Oh, uh, uh...

327
00:18:50,071 --> 00:18:54,207
Shucks! I'd love to, but, uh,
I got someplace I need to be.

328
00:18:54,209 --> 00:18:55,708
Have a great day!

329
00:18:55,710 --> 00:18:58,645
That guy has
the oddest-sounding voice.

330
00:18:58,647 --> 00:19:01,581
I know. He was even
speaking Spanish earlier.

331
00:19:01,583 --> 00:19:04,651
- Hey, guys. You okay?
- Where were you?

332
00:19:04,653 --> 00:19:06,753
What do you mean, where was I?

333
00:19:06,755 --> 00:19:09,055
There was a giant robot attacking.
I was hiding in the bathroom.

334
00:19:09,057 --> 00:19:12,058
Well, you missed getting
a picture with Spider-Man.

335
00:19:12,060 --> 00:19:15,456
Yeah. I'm gonna post it
on the Horizon High web site.

336
00:19:16,330 --> 00:19:19,065
You almost had him, Dad.

337
00:19:19,067 --> 00:19:20,800
Don't worry, son.

338
00:19:20,802 --> 00:19:25,971
The Vulture, the Slayers...
all part of his master plan.

339
00:19:33,581 --> 00:19:38,117
- Hey, Aunt May.
- Oh, Peter. You startled me.

340
00:19:38,119 --> 00:19:41,254
Can I get you a piece
of cake or something?

341
00:19:41,256 --> 00:19:43,156
No, you do enough for me,
Aunt May.

342
00:19:43,158 --> 00:19:44,991
In fact, I should do more for you.

343
00:19:44,993 --> 00:19:47,494
Oh, hogwash.
You do plenty.

344
00:19:47,496 --> 00:19:50,497
Just study hard and make
the most of your talents.

345
00:19:50,499 --> 00:19:54,968
- I'll take care of the rest.
- Funny you should mention studying.

346
00:19:54,970 --> 00:19:57,937
I spoke to Max today, and he
said that my grades qualify me

347
00:19:57,939 --> 00:19:59,772
for a partial scholarship to Horizon.

348
00:19:59,774 --> 00:20:03,476
What?
Oh, Peter, that's wonderful!

349
00:20:03,478 --> 00:20:08,047
You are forever making
your uncle and I proud.

350
00:20:08,049 --> 00:20:11,150
Well, now I insist
we have some cake.

351
00:20:11,152 --> 00:20:13,653
Just as soon as I
take out the trash.

352
00:20:13,655 --> 00:20:16,437
Let me, Aunt May.

353
00:20:19,360 --> 00:20:23,062
Anna Watson, you are never
going to believe what happened.

354
00:20:23,064 --> 00:20:26,299
Peter got a scholarship to Horizon.

355
00:20:26,301 --> 00:20:29,302
I know.
I'm so relieved.

356
00:20:29,304 --> 00:20:32,539
Little white lies aside,

357
00:20:32,541 --> 00:20:35,074
this hasn't been such a bad
first day on the job.

358
00:20:35,076 --> 00:20:37,377
In fact, I'm feeling pretty good.

359
00:20:37,379 --> 00:20:39,913
Oh, come on! Really?

360
00:20:39,915 --> 00:20:41,981
You're not the same pigeon
from earlier, are you?

361
00:20:41,983 --> 00:20:46,352
I mean, scientifically speaking,
the odds are 4,750 to one,

362
00:20:46,354 --> 00:20:49,188
but, well, let's just say you are,

363
00:20:49,190 --> 00:20:52,058
so we can get a second chance
at this relationship.

364
00:20:52,060 --> 00:20:55,328
Maybe that's the thing
about second chances.

365
00:20:55,330 --> 00:20:57,764
They're not about
doing things differently,

366
00:20:57,766 --> 00:21:00,333
they're about
seeing things differently.

367
00:21:00,335 --> 00:21:02,936
Like an opportunity
instead of a struggle.

368
00:21:05,273 --> 00:21:08,741
A hero instead of a celebrity.

369
00:21:08,743 --> 00:21:12,178
Or even friends
where you first saw strangers.

370
00:21:12,180 --> 00:21:14,180
You were right, Uncle Ben.

371
00:21:14,182 --> 00:21:16,516
Your talent was
making sense of things.

372
00:21:16,518 --> 00:21:19,385
I don't know if being
a superhero is my talent,

373
00:21:19,387 --> 00:21:21,588
but if you wouldn't mind
keeping an eye on me,

374
00:21:21,590 --> 00:21:23,723
I've got a sense
we could do this together.

375
00:21:24,425 --> 00:21:26,025
Huh?

376
00:21:27,428 --> 00:21:31,497
And we might even have some fun.
Whoo-hoo!

377
00:21:33,295 --> 00:21:37,432
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